URANIUM RESOURCES INC /DE/
10-Q, 1995-08-11
MISCELLANEOUS METAL ORES
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<PAGE>   1
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION

                            WASHINGTON, D.C.  20549


                                   FORM 10-Q


   X      Quarterly report pursuant to Section 13 or 15(d) of the Securities
 -----    Exchange Act of 1934

                For the quarterly period ended June 30, 1995 or

 -----    Transition report pursuant to Section 13 or 15(d) of the Securities
          Exchange Act of 1934

            For the transition period from __________ to __________


                         Commission file number 0-17171

                            URANIUM RESOURCES, INC.
             (exact name of Registrant as specified in its Charter)


         DELAWARE                                     75-2212772
(State of Incorporation)                  (I.R.S. Employer Identification No.)

              12750 MERIT DRIVE, SUITE 1020, DALLAS, TEXAS  75251
          (Address of principal executive offices, including zip code)

                                 (214) 387-7777
              (Registrant's telephone number, including area code)



Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

                         Yes   X      No
                             -----       -----

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.


Title of Each Class of Common Stock               Number of Shares Outstanding
- -----------------------------------               ----------------------------

   Common Stock, $.001 par value                 8,125,557 as of August 11, 1995


================================================================================
<PAGE>   2

                            URANIUM RESOURCES, INC.
                   1995 SECOND QUARTERLY REPORT ON FORM 10-Q


                               TABLE OF CONTENTS



<TABLE>
<S>                                                                                       <C>
PART I - FINANCIAL INFORMATION


    Item 1.  Financial Statements

                     Consolidated Balance Sheets -
                         June 30, 1995 (Unaudited) and
                         December 31, 1994                                                 3

                     Consolidated Statements of Operations -
                         Six Months and Three Months Ended
                         June 30, 1995 and 1994 (Unaudited)                                5

                     Consolidated Statements of Cash Flows -
                         Six Months Ended June 30, 1995
                         and 1994 (Unaudited)                                              6

                     Notes to Consolidated Financial
                         Statements - June 30, 1995 (Unaudited)                            7

    Item 2.  Management's Discussion and Analysis of Financial
                 Condition and Results of Operations                                       7


PART II -- OTHER INFORMATION                                                              11


SIGNATURES                                                                                12


INDEX TO EXHIBITS                                                                          E - 1
</TABLE>





                                       2
<PAGE>   3

                         PART I - FINANCIAL INFORMATION

    ITEM 1.  FINANCIAL STATEMENTS

                            URANIUM RESOURCES, INC.

                          CONSOLIDATED BALANCE SHEETS
                  JUNE 30, 1995 AND DECEMBER 31, 1994 (NOTE 1)

                                     ASSETS



<TABLE>
<CAPTION>
                                                                            JUNE 30,             DECEMBER 31,
                                                                              1995                   1994
                                                                        ---------------       -----------------
                                                                          (Unaudited)
 <S>                                                                    <C>                   <C>
 Current Assets:
      Cash and cash equivalents                                         $     3,481,316       $       2,527,600
      Short-term investments:
           Certificate of Deposit, restricted                                   562,406                 562,211
      Receivables                                                                63,143                  52,740
      Uranium inventory                                                         701,900               4,031,611
      Materials and supplies inventory                                          163,835                 162,417
      Prepaid and other current assets                                          119,958                  96,751
                                                                        ---------------       -----------------

           Total current assets                                               5,092,558               7,433,330
                                                                        ---------------       -----------------

 Property, plant and equipment, at cost:
      Uranium properties                                                     54,306,383              53,210,132
      Other property, plant and equipment                                       461,918                 461,918
      Less-accumulated depreciation and depletion                           (16,527,100)            (16,345,645)
                                                                        ---------------       -----------------
           Net property, plant and equipment                                 38,241,201              37,326,405


 Other Assets                                                                    90,491                  90,491
                                                                        ---------------       -----------------
                                                                        $    43,424,250       $      44,850,226
                                                                        ===============       =================
</TABLE>



 The accompanying notes to financial statements are an integral part of these
                         consolidated balance sheets.





                                       3
<PAGE>   4

                            URANIUM RESOURCES, INC.

                          CONSOLIDATED BALANCE SHEETS
                  JUNE 30, 1995 AND DECEMBER 31, 1994 (NOTE 1)


                      LIABILITIES AND SHAREHOLDERS' EQUITY




<TABLE>
<CAPTION>
                                                                                JUNE 30,             DECEMBER 31,
                                                                                  1995                   1994
                                                                           ----------------      ------------------
                                                                              (unaudited)
 <S>                                                                       <C>                   <C>
 Current Liabilities:
      Accounts payable                                                     $        706,187      $        1,283,265
      Short-term notes                                                            1,490,406               7,739,225
      Borrowings from related parties                                                45,000                    --
      Accrued interest payable                                                       74,695                  27,744
      Current portion of long-term debt                                             231,000                  82,000
      Royalties payable                                                             509,606                 509,606
      Current portion of restoration reserve                                         59,000                  90,000
      Other accrued liabilities                                                     471,334                 246,790
                                                                           ----------------      ------------------

           Total current liabilities                                              3,587,228               9,978,630
                                                                           ----------------      ------------------

 Other long-term liabilities and deferred credits                                 2,347,539               2,337,624

 Long-term debt, less current portion                                             7,256,507               1,405,507


 Deferred federal income taxes                                                    2,675,000               2,910,000

 Shareholders' equity:
      Common stock, $.001 par value, 12,500,000 shares
      authorized; shares issued and outstanding (net of treasury
      shares):  1995 - 8,084,307;  1994 - 7,954,683                                   8,237                   8,142

 Paid-in capital                                                                 15,317,234              15,040,064

 Retained earnings                                                               12,241,923              13,181,839
                                                                           ----------------      ------------------
                                                                                 27,567,394              28,230,045
 Less:  Treasury stock (1995 - 152,500; 1994 - 187,500 shares), at cost              (9,418)                (11,580)
                                                                           ----------------      ------------------
      Total shareholders' equity                                                 27,557,976              28,218,465
                                                                           ----------------      ------------------
                                                                           $     43,424,250      $       44,850,226
                                                                           ================      ==================
</TABLE>




 The accompanying notes to financial statements are an integral part of these
                         consolidated balance sheets.





                                       4
<PAGE>   5

                            URANIUM RESOURCES, INC.

                     CONSOLIDATED STATEMENTS OF OPERATIONS
   FOR THE SIX MONTHS AND THREE MONTHS ENDED JUNE 30, 1995 AND 1994 (NOTE 1)
                                  (UNAUDITED)


<TABLE>
<CAPTION>
                                                               Three Months Ended                 Six Months Ended
                                                                    June 30,                          June 30,            
                                                          -----------------------------     -----------------------------
                                                               1995            1995               1995            1994      
                                                          ------------     ------------     ------------     ------------
<S>                                                       <C>              <C>              <C>              <C>
Revenues:
    Uranium sales -
        Produced uranium                                  $     25,260     $    674,471     $     25,260     $    707,936
        Purchased uranium                                    5,213,426        5,124,061        6,464,439        6,002,725
                                                          ------------     ------------     ------------     ------------
              Uranium sales                                  5,238,686        5,798,532        6,489,699        6,710,661

Costs and expenses:
    Cost of uranium sales -
        Direct cost of purchased uranium                     2,805,979        3,673,709        3,418,792        4,204,395
        Royalties and brokers' fees                              1,467           26,572            1,467           27,649
        Operating expenses                                     219,536          653,673          465,120          991,024
        Provision for restoration and reclamation
          costs                                                 43,479           96,286           43,479           97,598
        Depreciation and depletion                              42,197          307,601           82,662          379,530
        Loss on termination of joint venture                      --               --          1,000,953             --
        Loss on (recovery of) transfer to
          stockholder (Note 2)                                (300,000)            --            780,000             --
Corporate expenses -
        General and administrative                           1,040,631          555,755        1,677,206        1,014,877
        Depreciation                                             6,856            7,686           14,175           15,709
                                                          ------------     ------------     ------------     ------------
            Total costs and expenses                         3,860,145        5,321,282        7,483,854        6,730,782
                                                          ------------     ------------     ------------     ------------
Earnings (loss) from operations                              1,378,541          477,250         (994,155)         (20,121)
Other income (expense):
    Interest expense, net of capitalized interest             (154,855)          (1,175)        (309,835)          (3,055)
    Interest and other income, net                              83,003           53,302          131,236          107,745
                                                          ------------     ------------     ------------     ------------
Earnings (loss) before income tax benefit                    1,306,689          529,377       (1,172,754)          84,569
Federal income tax expense (benefit):
    Current                                                       --               (486)            --               (641)
    Deferred                                                   260,000          105,000         (235,000)          16,000
                                                          ------------     ------------     -------------    ------------
Net earnings (loss)                                       $  1,046,689     $    424,863     $   (937,754)    $     69,210
                                                          ============     ============     =============    ============

Net earnings (loss) per common and common
    equivalent share:
    Primary                                               $       0.13     $       0.06     $      (0.12)    $       0.01
                                                          ============     ============     =============    ============
    Fully Diluted                                         $       0.12     $       0.06     $      (0.12)    $       0.01
                                                          ============     ============     =============    ============

Weighted average common shares and common
    equivalent shares for per share data:
    Primary                                                  8,120,152        6,743,273        8,044,179        6,756,643
                                                          ============     ============     ============     ============
    Fully Diluted                                            8,949,868        6,814,789        8,044,179        6,813,358
                                                          ============     ============     ============     ============
</TABLE>


 The accompanying notes to financial statements are an integral part of these
                           consolidated statements.





                                       5
<PAGE>   6
                                        

                            URANIUM RESOURCES, INC.

                     CONSOLIDATED STATEMENTS OF CASH FLOWS
            FOR THE SIX MONTHS ENDED JUNE 30, 1995 AND 1994 (NOTE 1)
                                  (UNAUDITED)


<TABLE>
<CAPTION>
                                                                            JUNE 30,               JUNE 30,
                                                                              1995                   1994
                                                                        ---------------        ----------------
 <S>                                                                    <C>                    <C>
 Cash flows from operations:
   Net income (loss)                                                    $      (937,754)       $         69,210
   Reconciliation of net income to cash provided by operations-
      Provision for restoration and reclamation costs                            43,479                  97,598
      Depreciation and depletion                                                 96,837                 395,239
      Amortization of other assets                                                 --                   105,175
      Provision (credit) for deferred income taxes                             (235,000)                 16,000
      Decrease in restoration and reclamation accrual                           (70,648)                (13,938)
      Other non-cash items, net                                                 105,433                 223,212
                                                                        ---------------        ----------------
   Cash flow provided by (used in) operations, before changes in
       operating working capital items                                         (997,653)                892,496 
   Effect of changes in operating working capital items -
      Increase in receivables                                                   (10,403)             (1,578,584)
      Decrease in inventories                                                 3,375,082               1,579,325
      Increase in prepaid and other current assets                             (106,142)                (18,103)
      Decrease in payables and accrued liabilities                             (305,583)                (78,565)
                                                                        ---------------        ----------------

 Net cash provided by operations                                              1,955,301                 796,569

 Investing activities:
   (Increase) decrease in investments                                              (195)                 39,368
   Additions to property, plant and equipment -
      Kingsville Dome                                                           (51,955)                (62,868)
      Rosita                                                                   (620,981)               (107,065)
      Churchrock                                                               (251,697)               (461,232)
      Crownpoint                                                               (126,858)               (334,350)
      Other property                                                            (23,345)                (48,497)
   Increase in other assets                                                        --                    (1,221)
                                                                        ---------------        ----------------

 Net cash used in investing activities                                       (1,075,031)               (975,865)


 Financing activities:
   Proceeds from borrowings from related parties                                135,000                    --
   Proceeds from other borrowings                                             6,000,000               2,250,000
   Payments and refinancings of principal                                    (6,338,819)             (3,256,108)
   Issuance of common stock                                                     277,265                  17,640
                                                                        ---------------        ----------------

 Net cash provided by (used in) financing activities                             73,446                (988,468)
                                                                        ---------------        ----------------

 Net increase (decrease) in cash and cash equivalents                           953,716              (1,167,764)
 Cash and cash equivalents, beginning of period                               2,527,600               2,529,741
                                                                        ---------------        ----------------

 Cash and cash equivalents, end of period                               $     3,481,316        $      1,361,977
                                                                        ===============        ================

</TABLE>

 The accompanying notes to financial statements are an integral part of these
                           consolidated statements.





                                       6
<PAGE>   7
                            URANIUM RESOURCES, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                 JUNE 30, 1995
                                  (UNAUDITED)
1.       BASIS OF PRESENTATION

         The accompanying unaudited consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for
interim financial information and with the instructions to Form 10-Q and Rule
10-01 of Regulation S-X.  Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements.  The accompanying statements should be read
in conjunction with the audited financial statements included in the Company's
1994 Annual Report on Form 10-K.  In the opinion of management, all adjustments
(consisting of normal recurring accruals) considered necessary for a fair
presentation have been included.  Operating results for the six months ended
June 30, 1995 are not necessarily indicative of the results that may be
expected for the full calendar year ending December 31, 1995.

2.       LIQUIDITY ISSUES

         On May 25, 1995 The Company entered into an agreement with Lindner
Investments and Lindner Dividend Fund, Inc., two mutual funds managed by Ryback
& Associates, for a $6 million loan to the Company.  The loan is for a term of
three years and bears interest at an annual rate of 6.5% per annum and is
convertible at any time during the three year term into shares of the Company's
common stock at an initial conversion price of $4.00 per share.  The loan is
secured by a mortgage on the Company's Rosita and Kingsville Dome uranium
properties in Texas.  In addition, the lender received a three year warrant to
purchase 1.5 million shares of the Company's common stock at an initial price
of $4.00 per share.  The Company is required by the loan documents to seek
ratification of the issuance of the common stock upon conversion of the loan
and the exercise of the warrants by its shareholders.  Failure to receive
shareholder ratification constitutes a default under the loan.  Part of the
proceeds of the loan were used to pay down existing payables and fund the
reopening and start-up of uranium production at the Company's Rosita production
facilities during the second quarter.  The balance of the proceeds will be used
to fund the commencement of pre-production activities at the Company's
Kingsville Dome facilities in August 1995, towards commencement of full uranium
production in January 1996.

         As previously reported, in January 1995, when Oren L. Benton was
Chairman of the Company's Board of Directors, Mr. Benton and the then Chief
Financial Officer, transferred $1.08 million out of the Company without the
authorization of the Company's Board of Directors.  The Company recorded the
$1.08 million as a loss in the first quarter of 1995, along with a $1.0 million
loss associated with a planned joint venture to process uranium with certain
companies controlled by Mr. Benton (the "Benton Companies").  In June 1995, the
Company recovered $300,000 of the $1.08 million.  On July 12, the Company
commenced an action in Federal District Court in Denver, Colorado against
Professional Bank seeking to recover the remaining $780,000.  Professional Bank
is a Denver, Colorado bank owned or controlled by Mr. Benton.  The Company will
continue to actively pursue all remedies to recover all remaining balances.

ITEM 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
           FINANCIAL CONDITION AND RESULTS OF OPERATIONS

CAPITAL RESOURCES AND LIQUIDITY

         For the quarter ended June 30, 1995, the Company's cash and cash
equivalents increased $3,438,000 over the ending balance of the prior quarter.
For the six months ending June 30, 1995, the cash and cash equivalents
increased $954,000 as compared to a decrease of $1,168,000 for 1994.  The
Company's uranium operations generated $1,955,000 of cash flow from operations
for the six months ending June 30, 1995.  Excluding the tax





                                       7
<PAGE>   8
effects of the one time write-off of the losses associated with the Benton
Companies and adjusting for the recovery of $300,000 of these losses, the cash
flow from operations for the period ending June 30, 1995 would have been
$3,381,000 compared to $797,000 for the same period in 1994.  The Company had a
positive working capital at June 30, 1995, of $1,505,000.  This positive
working capital includes $1,490,000 in a current note payable to Union Bank of
Switzerland (the "UBS Note"). During the second quarter of 1995, the UBS Note
was reduced by $5,001,000 and, for the period ending June 30, 1995 the UBS Note
has been reduced by $6,249,000.  Under the terms of the UBS Note, the Company
anticipates that it will within the next four months completely repay the UBS
Note.  As a result of the payment of the UBS Note from revenues, the Company's
only sources of cash flow were from the convertible debt financing and the
$300,000 of recovered funds.  (See Note 2 - "Liquidity Issues").

         The Company began development activities at its Rosita site during the
quarter and commenced production of uranium on June 19, 1995, reaching full
production capacity in mid-July.  During the period ending June 30, 1995,
$621,000 in development expenditures were incurred at Rosita.  Capital
expenditures for the remainder of 1995 at Rosita are expected to be $1,816,000.
Commencing in August, pre-production capital expenditures of $1,600,000 are
anticipated to be expended at the Company's Kingsville Dome facilities towards
commencing full production starting in January 1996.  Additional capital
expenditures including land acquisition, land holding and permitting on the
Company's extensive reserves at Churchrock, Crownpoint and Vasquez are expected
to amount to approximately $511,000 for the balance of 1995, an increase of
$128,000 over previous estimates reflecting the Company's decision to complete
permitting on the Vasquez property by January 1997 to allow increased
flexibility in the Company's production planning.  Approximately $402,000 was
incurred on these properties during the first half of 1995.

         The Company continues to actively pursue obtaining new long-term sales
contracts under the matching provision of the Russian Suspension Agreement.
The Company was very successful in its efforts during the second quarter of
1995.  One new contract was executed and approved by the U.S. Department of
Commerce (DOC) and three additional new sales contracts are in the very final
stages of execution for submittal to DOC.  These new contracts represent sales
of 1.3 million pounds of uranium over a four year period with revenue to the
Company expected to be approximately $16,900,000, unadjusted for inflation
clauses in the contracts.  These contracts will utilize approximately 98% of
its 1995 matched sales quota.

ENVIRONMENTAL ASPECTS

         The Company utilizes ISL solution mining technology as its only mining
method.  Unlike conventional uranium mining companies, the Company's mining
technology does not create "tailings".  Nevertheless, the Company is highly
regulated.  Its primary environmental costs to date have been related to
obtaining and complying with environmental mining permits and, once mining is
completed, the reclamation and restoration of the surface areas and underground
water quality to a condition consistent with applicable requirements.  Accruals
for the estimated future cost of such activities are made on a per-pound basis
as part of production costs.  See the Consolidated Statements of Operations for
the applicable provisions for such future costs.  See also Note 1 -
"Restoration and Reclamation Costs" of Notes to Consolidated Financial
Statements in the Company's Form 10-K as of December 31, 1994.

RESULTS OF OPERATIONS

         Revenues, earnings from operations and net income for the Company can
fluctuate significantly on a quarter to quarter basis during the year because
of the timing of deliveries requested by its utility customers.  The Company's
customers have generally elected, where possible, to take delivery of the bulk
of the annual deliveries under their long term sales contracts later in each
year.  Accordingly, operating results for any quarter or year-to-date period
are not necessarily comparable and may not be indicative of the results which
may be expected for future quarters or the entire year.





                                       8
<PAGE>   9
Six Months and Three Months Ended June 30, 1995 and 1994

         The following is a summary of the key operational and financial
statistics related to the Results of Operations:

<TABLE>
<CAPTION>
                                                           Three Months Ended                   Six Months Ended
                                                                 June 30,                          June 30,
                                                        -------------------------          --------------------------
                                                           1995            1994              1995             1994
                                                        ---------       ---------          ---------        ---------
                                                              (In Thousands)                    (In Thousands)
 <S>                                                    <C>             <C>                <C>              <C>
 Uranium Sales Revenue                                  $   5,239       $   5,799          $   6,490        $   6,711
 Total Pounds Delivered                                     305.4           376.0              371.6            424.8
 Average Sales Price/Pound                              $   17.16       $   15.42          $   17.46        $   15.80
 Pounds Purchased                                              --           225.0                 --            275.0

 Average Cost of Purchased Pounds                              --       $   11.04                 --        $   10.80
 Average Cost of Produced Pounds Sold                   $    3.50       $   13.64          $    3.50        $   13.65
 Average Cost of Purchased Pounds Sold                  $    9.25       $   11.12          $    9.25        $   11.14
</TABLE>


         Uranium sales revenues in the second quarter of 1995 decreased by
$560,000 reflecting a 71,000 pound decrease in deliveries  from 1994 levels
($1,089,000) offset by a $1.75 per pound increase in the average sales price
per pound received ($529,000).  Through the period ending June 30, 1995,
uranium revenue decreased by $221,000  from 1994 levels, again reflecting a
decrease in uranium deliveries ($841,000) offset by higher contract prices
($620,000).

    Details of the cost of uranium sales were as follows:


<TABLE>
<CAPTION>
                                                             Three Months Ended                    Six Months Ended
                                                                  June 30,                              June 30,
                                                         --------------------------             -------------------------
                                                           1995              1994                 1995             1994
                                                         --------          --------             --------         --------
                                                               (In Thousands)                        (In Thousands)
 <S>                                                     <C>               <C>                  <C>              <C>
 Cost of purchased uranium                               $  2,806          $  3,674             $  3,419         $  4,204
 Royalties and brokers' fees                                    1                26                    1               28
 Operating expenses                                           219               654                  465              991
 Provision for restoration and reclamation costs               43                96                   43               98
 Depreciation and depletion of uranium properties              42               308                   83              379
                                                         --------          --------             --------         --------
        Total cost of uranium sales                      $  3,111          $  4,758             $  4,011         $  5,700
                                                         ========          ========             ========         ========
</TABLE>                                                 

         Uranium deliveries to customers during the first half of 1995
consisted of 369,500 purchased pounds at an average cost per pound of $9.25;
$1.89 below the cost of purchased material during the same period in 1994.
Operating expenses for the period ending June 30, 1995, of $465,000 were
$526,000 less than the same period in 1994.  The operating expenses for the
period ending June 30, 1994, included $368,000 of costs associated with
produced pounds sold during that period.  Essentially no produced pounds were
sold during the same period in 1995.  The remaining $158,000 reflects lower
standby costs incurred during the first half of 1995 as compared to 1994,
primarily in the area of salaries and other administrative expenses.  The
provision for depreciation and depletion for the period ending June 30, 1995 of
$83,000 is comprised entirely of Rosita and Kingsville Dome depreciation while
on standby.  The provision for depletion and depreciation of $379,000 for the
first half of 1994 was comprised of a $5.70 capital amortization rate per pound
for Rosita production sold or $245,000 plus Rosita and Kingsville Dome
depreciation while on standby of $135,000.

         For the six month period ending June 30, 1995, general and
administrative expenses increased to $1,677,000 from $1,015,000 in 1994.  This
increase resulted primarily from legal and accounting fees and other
non-recurring expenses relating to the Ryback financing and those costs
associated with the various actions against the Benton Companies and
Professional Bank.





                                       9
<PAGE>   10

         Loss from operations in the first half of 1995 was $994,000.
Eliminating the one time loss on the termination of the proposed joint venture
and the loss on the unauthorized transfer to the Benton Companies, (see Note 2
- - Liquidity Issues)  earnings from operations would have been $787,000 for the
first half of 1995 compared to the $20,000 loss incurred during the first half
of 1994.

         Total interest costs during the first half of 1995, decreased by
$131,000 when compared to 1994.  This decrease from $446,000 in 1994 to
$315,000 in 1995 was the result of lower average outstanding debt balance in
the current year.  Of the total interest costs, $5,000 and $443,000 were
capitalized in the 1995 and 1994 periods, respectively.





                                       10
<PAGE>   11
                          PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

                 On July 12, 1995, the Company filed a lawsuit in the federal
         district court in Colorado against Professional Bank, a Colorado
         chartered bank ("ProBank").  The Company believes that ProBank is
         owned or controlled by Oren L. Benton, the former Chairman of the
         Company's Board of Directors.  In the action styled Uranium Resources,
         Inc. v. Professional Bank, the Company alleges that ProBank
         transferred $1,080,000, without the Company's authorization, from the
         Company's account at ProBank to the accounts maintained at ProBank of
         various entities and an individual affiliated with Mr. Benton.  The
         Company has recovered $300,000 of the total and is seeking to recover
         the balance from ProBank in the lawsuit.

ITEM 2.  CHANGES IN SECURITIES.

         None

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES.

         None

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

         None

ITEM 5.  OTHER INFORMATION.

                 Uranium Resources, Inc. and its Chairman and Chief Executive
         Officer, Wallace M. Mays announced that Mr. Mays has resigned his
         positions with the Company effective July 31, 1995.  Mr. Mays is
         leaving URI to pursue domestic and international uranium mining
         opportunities.  The Company, which commenced production in July and
         plans to focus on its existing various uranium mining opportunities in
         South Texas and New Mexico, has retained Mr. Mays' services as a
         consultant.  In accepting the resignation, the Company's Board of
         Directors extended its thanks to Mr. Mays for his service to URI and
         wished him well in his future endeavors.

                 The Company announced that Paul K. Willmott, currently a
         director and the President of the Company will assume the position of
         Chairman and CEO of the Company.  Mr. Willmott has over 35 years of
         experience in the mining industry including 25 years with Union
         Carbide Corporation where he was involved in various facets of both
         the finance and operation of Union Carbide's worldwide mining and
         metal business, most recently as President of UMETCO Minerals
         Corporation, the uranium and vanadium mining and milling subsidiary of
         Union Carbide.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K.

         (a)     Exhibits

                 None

         (b)     Reports on Form 8-K.

                 During the quarter ended June 30, 1995, the Company filed two
         Current Reports on Form 8-K dated May 25, 1995, reporting information
         pursuant to Items 1, 2 and 7 of such Form. The Company consummated a
         $6 million  loan  from  mutual  funds  managed by Ryback Management
         Corporation ("Ryback") of Saint Louis, Missouri.





                                       11
<PAGE>   12
                                   SIGNATURES


         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                        URANIUM RESOURCES, INC.
                                        
                                        
                                        
Dated:  August 11, 1995                 By:   /s/ Paul K. Willmott      
                                           -----------------------------------
                                            Paul K. Willmott,
                                            Chairman, Chief Executive Officer,
                                            President, Director and Principal
                                            Financial and Accounting Officer





                                       12
<PAGE>   13
                               INDEX TO EXHIBITS


<TABLE>
<CAPTION>
                                                                                   SEQUENTIALLY
                                                                                     NUMBERED
EXHIBIT      DESCRIPTION                                                               PAGE     
- -------      -----------                                                        -----------------
<S>          <C>                                                                <C>
27           Financial Data Schedule
</TABLE>





                                      E-1

<TABLE> <S> <C>

<ARTICLE> 5
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-END>                               JUN-30-1995
<CASH>                                       3,481,316
<SECURITIES>                                   562,406
<RECEIVABLES>                                   63,143
<ALLOWANCES>                                         0
<INVENTORY>                                    701,900
<CURRENT-ASSETS>                             5,092,558
<PP&E>                                      54,768,301
<DEPRECIATION>                            (16,527,100)
<TOTAL-ASSETS>                              43,424,250
<CURRENT-LIABILITIES>                        3,587,228
<BONDS>                                      7,256,507
<COMMON>                                         8,237
                                0
                                          0
<OTHER-SE>                                  27,549,739
<TOTAL-LIABILITY-AND-EQUITY>                43,424,250
<SALES>                                      6,489,699
<TOTAL-REVENUES>                             6,489,699
<CGS>                                        4,011,520
<TOTAL-COSTS>                                7,483,854
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                             309,835
<INCOME-PRETAX>                            (1,172,754)
<INCOME-TAX>                                 (235,000)
<INCOME-CONTINUING>                          (937,754)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                 (937,754)
<EPS-PRIMARY>                                    (.12)
<EPS-DILUTED>                                    (.12)
        

</TABLE>


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